Exhibit 10.12 Scientific Advisory Board Agreement with Xxxxx Xxxxx
Contract to Serve on
GenoMed's Scientific Advisory Board
Date: 1/16/02
By my signature below I agree to serve as a member of the Scientific Advisory
Board (SAB) of GenoMed, LLC; (the "Company").
I understand and agree that my commitment to the Company is limited to the
following items:
a. From time to time, to provide advice, consultation or assistance via
telephone conversation, email or FAX.
b. To provide GenoMed with my curriculum vitae, of which a brief summary,
subject to my final editorial consent, will be included on GenoMed's website (at
xxx.xxxxxxxxxx.xxx).
I understand and agree that I will not at any time or in any manner,
either directly or indirectly, divulge, disclose, or communicate in any manner
any information that is proprietary to the Company. I will protect such
information and treat it as strictly confidential.
I understand that, as a member of the Company's Scientific Advisory Board,
I may be invited by the Company to participate in additional projects, such as
helping to explain the company's scientific approach to various funding entities
such as venture capital firms, or to analyze the company's scientific data, but
that these additional projects will be negotiated on a case by case basis, and
that I am in no way obligated to perform such duties by the current contract.
I understand and agree that the Scientific Advisory Board Contract will be
a five (5) year agreement, but that it can be terminated on 30 days' written
notice by either party for any reason whatsoever. The compensation for my
services will be paid by the Company as follows:
1. 50,000 1-year restricted common shares of the Company payable upon signing
this Contract.
2. 50,000 1-year restricted common shares of the Company payable upon the first
anniversary from the date of this Contract.
3. 100,000 1-year restricted common shares of the Company payable upon the
second anniversary from the date of this Contract.
4. 100,000 1-year restricted common shares of the Company payable upon the third
anniversary from the date of this Contract.
5. 100,000 1-year restricted common shares of the Company payable upon the
fourth anniversary from the date of this Contract.
6. 100,000 1-year restricted common shares of the Company payable upon the fifth
anniversary from the date of this Contract.
Signed:/s/ Xxxxx Xxxxx Date 1/16/02
For GenoMed, LLC:
Signed:/s/ Xxxxx X. Xxxxxxxxx Date 1/16/02
